KING ARTHUR FLOUR
EMPLOYEE STOCK OWNERSHIP PLAN As Amended and Restated Effective as of July 1, 2015
SUMMARY PLAN DESCRIPTION
TABLE OF CONTENTS
Introduction ... 1
Overview ... 1
What is the Purpose of the ESOP? ... 2
Why is Stock Ownership Important? ... 2
Am I Eligible to Participate? ... 3
How Long Will My ESOP Participation Continue? ... 3
Who Contributes to the ESOP? ... 3
How Much Will The Company Contribute To the ESOP? ... 4
Will I Share in Contributions and Forfeitures? ... 4
What Is My Share of Contributions and Forfeitures? ... 4
How Are ESOP Assets Invested? ... 5
How Is My Interest Under The ESOP Recorded? ... 5
What Is Vesting? ... 6
What Are Forfeitures? ... 6
Who Will Vote Company Stock? ... 7
Will I Receive a Statement of My Accounts? ... 7
When Will I Receive My Benefit? ... 7
May I Receive Any Benefit While Still Employed? ... 8
May I Designate a Beneficiary? ... 9
Are There Any Special Rights for Those on Military Leave? ... 10
May I Assign or Transfer My Benefit? ... 10
Amendment or Termination of ESOP ... 10
Who Supervises the ESOP? ... 10
How Are ESOP Assets Held? ... 11
How Do I Claim My Benefit? ... 11
Federal Regulations Require Us To Include the Following Information — Statement of Rights under ERISA ... 11
Additional Information ... 13
Beneficiary Designation Form ... 15
Beneficiary Designation Form Instructions ... 17
Introduction
This Summary Plan Description describes the King Arthur Flour Employee Stock Ownership Plan (the “ESOP”), which makes possible your beneficial ownership of stock in The King Arthur Flour Company, Inc. (the “Company”). This Summary Plan Description reflects the provisions of the ESOP as of July 1, 2015.
This Summary Plan Description is intended to familiarize you with the ESOP. It is important that you understand how your ESOP works for your benefit. The following questions and answers should be helpful. Please remember that these questions and answers simply highlight the basic terms of the ESOP. If after reading them you still have questions, the ESOP documents are available for your review at the offices of the Company and the Plan Administrative Committee (the Committee”) of the ESOP will be available to answer your questions. You will receive an annual statement of your ESOP Accounts and, from time to time, you may also receive
announcements and other ESOP communications.
Overview
In 1996 and 1999, the ESOP acquired shares of Company Stock using the proceeds of a loan made to the ESOP by the Company. For each Plan Year (July 1st - June 30th), the Company may contribute cash or shares of Company Stock to the ESOP in such amounts as may be determined by the Board of Directors of the Company (the “Board of Directors”). The ESOP intends to use cash contributions (and cash dividends) to repay the loan to the Company. As the loan is paid down each year, a number of shares of Company Stock will be allocated to participating employees’ Accounts. These shares of Company Stock are credited to the Accounts of participating employees based on annual pay. All investments of the ESOP will be held in a Trust fund exclusively for the benefit of participating employees. Over the years, ESOP participants may gradually acquire more shares of Company Stock as contributions are made.
The ESOP may purchase Company Stock only at prices not exceeding the stock’s fair market value determined by an independent appraiser under rules set forth by the Internal Revenue Service and the U.S. Department of Labor.
Your ESOP benefit is provided at no cost to you. Your Company Stock is bought without any deductions from your paycheck, and you are not taxed on the value of the Company Stock or other assets held for you under the ESOP until you receive a distribution. (See ‘When Will I Receive My Benefit?” on page 7).
What is the Purpose of the ESOP?
The Company has adopted the ESOP to enable you to share in the value, and particularly, in the growth of the Company and to accumulate a beneficial ownership interest in the stock of the Company.
The benefits you get from the ESOP will depend, to a great extent, on the Company’s
profitability and your length of employment with the Company. The value of these benefits will depend primarily upon both the amount the Company contributes each year to the ESOP and the extent to which the value of Company Stock increases (or decreases) during your participation in the ESOP. The longer you remain with the Company, the greater your interest in the ESOP will generally be. Each year your ESOP Accounts may be increased by your share of the Company’s contributions and your share of Forfeitures from the accounts of employees who leave before they are fully vested. (For a description of Forfeitures, see page 6). Therefore, the Company hopes that this beneficial ownership opportunity will give you a personal interest in the Company’s success.
Why is Stock Ownership Important?
The ESOP is designed to provide a beneficial ownership of Company Stock for employees, the people who are primarily responsible for the success of the Company. The ESOP is intended to provide you with a meaningful stake in the Company, future economic security and ultimately, an additional source of retirement income. The ESOP gives you a unique opportunity to acquire a beneficial interest in Company Stock at no direct cost to you.
The success of the Company depends on the teamwork and performance of all employees. At every level of job responsibility, the efforts and devotion of many individuals have created the success thus far achieved and will continue to help the Company remain a successful, friendly place to work. Building employee beneficial stock ownership is an especially appropriate way to recognize your contribution to the Company’s success.
But with this beneficial ownership, you have a responsibility to your fellow owners and the Company. With beneficial stock ownership, your stake in the Company and its stake in you has significantly increased. Profitability should increase the value of Company Stock; good work habits, efficiency and cost control will help accomplish this goal.
No one has a stronger interest in caring for and promoting the business of a company than the people who benefit from its growth. That’s the whole idea behind the ESOP as a co-owner, you can see the mutual benefit of doing your best.
Of course, there are never any guarantees that the value of investments, including investments in Company Stock, will increase. However, the ESOP provides you with an opportunity to
influence this growth. By working efficiently and effectively, you may help increase the
profitability of the Company, which in turn should increase the value of your ESOP Accounts.
Am I Eligible to Participate?
You will become eligible to participate in the ESOP on the July 1st or the January 1st coinciding with or next following the date you complete one year of Service (in which you are credited with at least 800 Hours of Service).
Generally, an Hour of Service for purposes of the ESOP is each hour for which you are paid or have a right to be paid. This includes actual working periods, paid vacations (Combined Time), holidays, illness, maternity or paternity leave, incapacity (including disability), lay-off, jury duty, military duty and paid leaves of absence. However, you will not receive credit for more than 501 Hours of Service during any continuous period in which you are not actually working (except for leaves resulting from qualified military service).
You are not eligible to participate in the ESOP if: (1) the terms of your employment are covered by a collective bargaining agreement, unless the terms of the agreement specifically provide for your participation in the ESOP, (2) you are a nonresident alien and you receive no earned income from the Company which constitutes income from sources within the United States, or (3) the Company does not classify you an employee for withholding purposes.
How Long Will My ESOP Participation Continue?
Your participation in the ESOP will continue until your retirement, death, disability or other termination of Service. You will be eligible to retire after attaining age 62. If you return to work on or before the end of an “Approved Absence,” your participation is not broken by that absence.
An ‘Approved Absence” is a leave of absence granted by the Company in accordance with its established leave policy. The Company will provide you with further information regarding an
“Approved Absence” and will respond to any questions you may have.
If your employment terminates and you are later re-employed and you previously satisfied the eligibility requirements, your participation will begin again on your first day of reemployment.
Who Contributes to the ESOP?
The Company will make all contributions to the ESOP. You are neither required nor permitted to make contributions.
How Much Will The Company Contribute To the ESOP?
The Board of Directors of the Company determines the amount of contributions for each Plan Year. The Board of Directors may choose not to make a contribution to the ESOP for a particular Plan Year.
Will I Share in Contributions and Forfeitures?
Once you become a participant in the ESOP, you will share in any contributions made for a Plan Year if you are an employee of the Company (or on an Approved Absence) on June 30th of that Plan Year and are credited with at least 800 Hours of Service for that Plan Year. You will also share in the contributions for the Plan Year in which you terminate employment as a result of retirement or death, regardless of whether or not you completed 800 Hours of Service during that Plan Year or were employed by the Company on June 30thof that Plan Year.
In addition to sharing in any contributions that are made by the Company to the ESOP, a participant who is eligible to share in the contributions will also share in any Forfeitures that arise when another participant terminates his employment without being 100% vested. (For an explanation of “Forfeitures,” see page 6).
What Is My Share of Contributions and Forfeitures?
If you are eligible to share in contributions and Forfeitures for a particular Plan Year, your share of those contributions and Forfeitures will be determined as of June 30th. Contributions and Forfeitures will be allocated among the accounts of eligible participants based on their Compensation in proportion to the total Compensation of all eligible ESOP participants.
For this purpose, your Compensation is the total wages and other compensation paid to you by the Company during each Plan Year and reported on your Wage and Tax Statement (Form W-2), plus any elective contributions made on your behalf to the King Arthur Flour Profit Sharing &
401(k) Plan (the “401(k) Plan”) and any amounts contributed on your behalf under a “cafeteria plan,” but excluding any Compensation paid to you for services rendered prior to the date you became a participant in the ESOP and in addition to income derived from stock appreciation rights. There is an annual limit on the amount of each participant’s Compensation that can be taken into account for purposes of allocating contributions and Forfeitures. That limit is
$265,000 for 2016 and is adjusted periodically by the Internal Revenue Service for increases in the cost of living.
The Internal Revenue Code imposes a maximum annual limit (equal to the lesser of $53,000 for 2016 or 100% of your Compensation) on the total amount of contributions and Forfeitures that may be allocated to you under both the ESOP and the 401(k) Plan (including the amount of your elective contributions). You will be notified if you are affected by this limit.
How Are ESOP Assets Invested?
The assets of the ESOP are invested primarily in Company Stock. Cash contributions may be used to purchase Company Stock from existing shareholders or directly from the Company but will generally be used to repay the loan obligations of the ESOP. The ESOP assets may also be invested in other investments. The Trustee decides how the ESOP’s assets are invested for active employees.
When a participating employee leaves the Company, the Committee may elect to segregate the assets in the former employee’s Account and invest the Account in assets other than Company Stock until the Account is paid out.
How Is My Interest Under The ESOP Recorded?
Your benefit under the ESOP is recorded in two Accounts that are maintained in your name. One Account is called the Company Stock Account. The other Account is called the Company
Contribution Account.
Your Company Stock Account is increased annually by the following (if any): (1) your share of Company Stock contributed to the ESOP; (2) your share of Company Stock released based upon loan payments; (3) your share of Company Stock purchased by the ESOP; (4) your share of Company Stock forfeited by participants who terminate their employment without being 100%
vested; and (5) any stock dividends on shares allocated to your Company Stock Account.
Your Company Contribution Account is increased annually by the following (if any): (I) your share of contributions in cash that are not used to acquire Company Stock; (2) your share of Company Contribution Account balances forfeited by participants who terminate their
employment without being 100% vested; (3) your share of any net income of the Trust; and (4) any cash dividends on Company Stock in your Company Stock Account (other than currently distributed dividends). Your Company Contribution Account will be decreased annually by the following (if any): (1) your share of the cost of the Company Stock purchased by the ESOP; and (2) your share of any net loss of the Trust.
The current fair market value of Company Stock and other investments held under the ESOP, as well as the gains and losses resulting from the investment of the assets of the ESOP, will be determined annually as of June 30thThe value of Company Stock will be determined by an independent appraiser under rules set forth by the Internal Revenue Service and the U.S.
Department of Labor. The value of Company Stock and other investments will normally change from year to year.
What Is Vesting?
Your vested share is the portion of your Accounts that is nonforfeitable. It is the balance in your Accounts that you are entitled to have distributed after your employment has terminated.
You will become 100% vested in your Account balances if you attain age 62 while employed by the Company (regardless of whether or not you retire then), or if you die or become totally and permanently disabled while employed by the Company.
If your employment terminates before you reach age 62, for a reason other than your death or disability, your vested interest in your Account balances will depend on your number of years of Credited Service as follows;
Years of Percent of
Credited Service Accounts Vested
Less than Two Years 0%
Two Years 20%
Three Years 40%
Four Years 60%
Five Years 80%
Six Years or More 100%
For purposes of determining your vested interest, Credited Service is the number of Plan Years in which you are credited with a Year of Service, including Service prior to July 1, 1996. Year of Service means a Plan Year during which you completed at least 800 Hours of Service;
however, for Plan Years beginning prior to June 30, 2004, Year of Service means a Plan Year during which you completed at least 1,000 Hours of Service,
If your employment terminates and you are re-employed, special rules will be applied to determine your Credited Service. In some circumstances, you may lose credit for the Credited Service you accumulated prior to your initial termination of employment.
You are considered to be disabled if you qualify for Social Security disability benefits.
What Are Forfeitures?
If you are not 100% vested at the time you terminate employment, you will forfeit the non-vested portion of your Account balances as of the date that you incur a five-year break in service. A five-year break in service is a period of five consecutive Plan Years in which you are credited with 500 or fewer Hours of Service. Once these amounts are forfeited, they will be allocated to the Accounts of the remaining participants at the end of the Plan Year in which the Forfeiture occurs (in the same manner as contributions are allocated). In some circumstances, the forfeited
amount may be restored to you if you are later re-employed by the Company.
Who Will Vote Company Stock?
The Committee usually decides how shares of Company Stock held by the ESOP will be voted.
In certain important corporate matters presented to Company shareholders for a vote, such as the approval or disapproval of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, or sale of substantially all Company assets, you may have the right to decide how shares of Company Stock allocated to your Company Stock Account will be voted.
Will I Receive a Statement of My Accounts?
Once each Plan Year, you will be given a statement on the status of your Accounts under the ESOP as of the last day of the preceding Plan Year. You will also be advised each Plan Year of your share of the contributions made by the Company and Forfeitures from terminated
employees.
When Will I Receive My Benefit?
After your employment terminates, the value of your vested interest in your Accounts will be distributed or begin to be distributed to you at the time and in the manner determined in accordance with the ESOP’s distribution policy (as established by the Committee). In
determining the value of your Accounts, shares of Company Stock are valued at the fair market value as of the June 30thimmediately preceding the date of distribution. Your benefit under the ESOP will normally be distributed to you in the form of cash.
No distribution can be made to you before you reach age 62 without your written consent.
If your employment terminates as a result of your retirement, disability or death, distribution will begin no later than the Plan Year following the Plan Year in which your employment terminates.
If your employment terminates for another reason, distribution will begin no later than the end of the sixth Plan Year following the Plan Year in which your employment terminates (unless you are reemployed by the Company). Distributions may be accelerated in accordance with the distribution policy established by the Committee. Distribution of that portion of your vested benefit which includes shares of Company Stock acquired by the ESOP with the proceeds of an ESOP loan may be deferred until the Plan Year following the Plan Year in which the ESOP loan has been fully repaid unless the distribution policy provides otherwise.
The Committee may choose one of the following methods of distribution:
(1) Distribution in a lump sum, or
(2) Distribution in substantially equal annual installments over a period generally not exceeding five years.
Attached is the current distribution policy.
Distributions must commence by April 1st following the calendar year in which you reach age 70 ½ if (i) you are a “5% owner” of the Company, or (ii) you have terminated employment with the Company.
In most circumstances, you may elect to transfer your benefit directly to an individual retirement account or annuity (IRA) or another employer’s qualified retirement plan which accepts such a transfer, at the time a distribution is payable.
May I Receive Any Benefit While Still Employed?
Once you have attained age 55 and completed at least ten years of service in the
ESOP,
you will be eligible to elect to diversify a portion of the shares held in your Company Stock Account. If you elect to diversify: (1) you will receive a distribution either in cash of the portion of your Company Stock Account you elected to diversify, or (2) the Committee may effect your election to diversify by transferring to the 401(k) Plan the portion of your Company Stock Account you elected to diversify.The Internal Revenue Code sets out the calculation of the number of shares eligible for
diversification. The diversification percentage is 25% in years 1 through 5. In each year after the fifth year the percentage is 50%. The number of shares eligible for diversification is equal to the total of shares in your account plus shares you have already diversified, times the diversification percentage, less shares already diversified.
For example, in the initial year you are eligible to diversify up to 25% of your shares. If you have 1,000 shares you may opt to receive a diversification distribution of 250 shares. You now have 750 shares in your account. If, in year two, you receive an additional 100 shares, your new balance is 850 shares. The number of shares eligible for diversification in the second year is 25%
times 1,100 (850 + 250) shares less 250 shares or 25 shares.
Another way of looking at it is if you diversify the full 25% in the first year, in each subsequent year you will be eligible to diversify 25% of the shares added to your Company stock account.
Using the example above, since the full 25% was diversified in the first year the number of shares eligible for diversification in year two is 25% of the newly added 100 shares, or 25 shares.
The total number of shares that are eligible for diversification is the same whether you take the maximum each year or a lesser amount.
The Committee will notify you of your eligibility to exercise the diversification option in each year regardless of whether you choose to diversify in any year. You may elect any percentage from zero up to the maximum diversification percentage in any year. You are not required to take a diversification distribution.
S Corporation Restrictions
The King Arthur Flour Company, Inc. shareholders have elected for the Company to be taxed as an “S” corporation. Therefore, you will not have the right to elect to receive a distribution of your ESOP Account in shares of Company Stock. In addition, certain participants may be subject to restrictions on their allocations of Company Stock in order to comply with tax rules designed to limit the concentration of Company Stock in ESOP-owned S corporations. If these restrictions should apply to you, the Committee will so advise you.
May I Designate a Beneficiary?
A beneficiary is the person or persons you name to receive your Plan benefits in case of your death. You can change your beneficiary at any time by completing a new form, subject to certain restrictions regarding spousal consent.
.
If you are married, your beneficiary is your spouse unless you elect otherwise in writing. If you wish to designate a beneficiary other than your spouse, your spouse must consent to your designation in writing and this consent must be witnessed or attested to by a Plan representative or notary public. If you can establish to the satisfaction of the Plan Administrator that your spouse cannot be located, the missing spouse’s signature will not be required. If your spouse is legally incompetent, his or her guardian can sign for the spouse.
If you are single, any death benefits payable will be paid to the beneficiary you have selected.
If you fail to designate a beneficiary or if the named beneficiary predeceases you, any death benefit will be paid in the following order: (1) to your surviving spouse, (2) if no surviving spouse, in equal shares to your children per stirpes, or (3) if no surviving children, to your parents in equal shares, or if only one parent is living to such parent.
To make sure the death benefit is payable to the beneficiary of your choice, it is your
responsibility to complete and file a beneficiary designation form with the Plan Administrator.
For your reference a copy of the beneficiary form is attached to the back of this booklet. If your beneficiary will be your spouse you do not need to complete a form. However, if you do
designate your spouse and you divorce, that designation will be canceled unless you designate your former spouse as the beneficiary after the divorce.
Are There Any Special Rights for Those on Military Leave?
If you leave the company to perform military service in the U.S. Armed Forces (including the Army and Air National Guard), you have certain rights in the Plan if you return to the Company within the period of time during which your reemployment rights are protected by law. For example:
For purposes of eligibility and vesting, no Break-in-Service will occur and you will earn vesting service at the same rate you would have earned such service had you remained an active employee.
You may be entitled to make up contributions for the period of your military service.
Your beneficiary may be entitled to the Death benefit under the Plan if you die during military service regardless of your length of employment.
You should contact the Committee if you think you might be entitled to such additional rights.
May I Assign or Transfer My Benefit?
Except for distributions pursuant to a “qualified domestic relations order,” your interest in the ESOP normally cannot be sold, assigned or transferred prior to distribution to you. Furthermore, prior to distribution, your interest is generally not subject to any debts or claims against you, except for federal tax levies or collections by the Internal Revenue Service on judgments resulting from unpaid tax assessments.
Amendment or Termination of ESOP
The Board of Directors of the Company reserves the right to amend or terminate the ESOP at any time in the future. No amendment may retroactively reduce your vested rights. You will be advised if any material amendments are made to the ESOP.
If the ESOP is terminated, all employees affected by the termination will become fully vested in their Account balances unless the ESOP is replaced by a comparable plan. If the ESOP is terminated, the Company will decide whether your benefits will be distributed immediately or whether distribution of your benefit will be deferred until a later date (for example, until your employment terminates).
Who Supervises the ESOP?
The Committee administers the ESOP for the exclusive benefit of participants and their beneficiaries. The Committee is a group of individuals appointed by the Company’s Board of
Directors. The Committee makes all rules, regulations, computations and other necessary decisions concerning the administration of the ESOP. The Committee also keeps all necessary records and accounts. The Committee has the sole and exclusive discretion to interpret the terms of the ESOP and its decisions will be conclusive and binding.
How Are ESOP Assets Held?
A Trust has been established to hold the Company Stock and other assets of the ESOP. The Trust is a separate legal entity, with the Trustees having the responsibility to hold and invest the ESOP assets for your benefit in accordance with the terms of a written Trust Agreement.
How Do I Claim My Benefit?
You (or your beneficiary, if applicable) must file a written claim for benefits on the appropriate form. You can obtain the necessary materials and seek assistance in filing your claim form from the Committee.
If your claim for benefits has been denied, you will have the opportunity to file a written request for a full and fair review of your claim by the Committee, to review all documents relating to your claim and to submit a written statement regarding issues relating to your claim. You must file this written request for review of your claim within 60 days after you receive written notification from the Committee of the denial of your claim.
The Committee’s decision will be made within 60 days after receiving your request for review.
The Committee’s decision will be given to you in writing. The written notice will set forth the specific reasons and ESOP provisions on which the Committee based its decision. The
Committee’s decision is conclusive and binding.
Federal Regulations Require Us To Include the Following Information — Statement of Rights under ERISA
As a participant in the ESOP you are entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974 (“ERISA’5. ERISA provides that all ESOP participants shall be entitled to~
(1) Examine, without charge, at the Company’s office, all ESOP documents and copies of all documents and reports filed with the U.S. Department of Labor, such as detailed annual reports of the ESOP and ESOP
written request to the Company. The Company may make a reasonable charge for the copies.
(3) Receive a summary of the ESOP’s annual financial report. The Company is required by law to furnish each participant with a copy of this summary report.
(4) Receive an annual statement telling you the value of your Accounts under the ESOP and your vested (nonforfeitable) percentage.
In addition to creating rights for ESOP participants, ERISA imposes duties upon the people who are responsible for the operation of the ESOP. The people who operate the ESOP, called
“fiduciaries,” must perform their duties responsibly, carefully and in the best interest of participants (and beneficiaries). No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the ESOP or exercising your rights under ERISA. If your claim for a benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Committee review and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the ESOP and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Company to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the Company’s control. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that ESOP fiduciaries misuse the ESOP’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees; for example, if it finds your claim is
frivolous.
If you have any questions about your ESOP, you should contact the Company. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area Office of the Pension and Welfare Benefits Administration of the U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue NW, Washington. D.C. 20210.
Of course, the Company intends to operate your ESOP in such a manner that you should never have reason to exercise any of your remedies. We are required by ERISA, however, to give you the above information.
Additional Information
This Summary Plan Description is intended to be an accurate description of the major features of the King Arthur Flour Employee Stock Ownership Plan. Please remember, however, that this description does not take the place of the actual ESOP documents, which govern at all times. If you have any questions, please contact the Committee.
The benefits provided by the ESOP are not insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA because the ESOP is not the type of retirement plan covered by the pension insurance provisions of ERISA.
Name of plan: King Arthur Flour Employee Stock Ownership Plan
Type of plan: Employee Stock Ownership Plan
Plan sponsor: The King Arthur Flour Company, Inc.
62 Fogg Farm Road
White River Junction, VT 05001 Telephone (802) 649-3881
Effective date The original effective date was July 1, 1996.
The Plan was amended and restated July 1, 2004, July 1, 2010 and July 1, 2015.
Employer identification
number of Plan sponsor: 04-1806660
Plan number: 004
Plan year The 12 month period ending on June 30.
Plan Administrator: Plan Administrative Committee of the
King Arthur Employee Stock Ownership Plan c/o The King Arthur Flour Company, Inc.
62 Fogg Farm Road
White River Junction, VT 05001 Telephone (802) 649-3881
Trustees: Terri Wolfe, Alison May and Patti Vaughn are the Trustees of the
King Arthur Employee Stock Ownership Plan c/o The King Arthur Flour Company, Inc.
62 Fogg Farm Road
White River Junction, VT 05001 Telephone (802) 649-3881
Agent for service
of legal process: Plan Administrative Company of the
King Arthur Employee Stock Ownership Plan c/o The King Arthur Flour Company, Inc.
62 Fogg Farm Road
White River Junction, VT 05001 Telephone (802) 649-3881
SUMMARY OF MATERIAL MODIFICATIONS
Dear Participants and Beneficiaries,
This Summary of Material Modifications ("SMM") describes changes to The King Arthur Flour Employee Stock Ownership Plan ("Plan") and supplements the current Summary Plan Description ("SPD") for the Plan. The effective date of each of these changes is indicated below. You should read this SMM very carefully and retain this document with your copy of the SPD for future reference.
If this summary has been delivered to you by electronic means, you have the right to receive a written summary and may request a copy of this on a written paper document at no charge by contacting the plan administrator.
Summary of Changes:
To add ESOP Trustees Brock Barton (effective July 1, 2016) and Amber Eisler (January 1, 2017) and to update the spelling of Trustee’s name, Patti “Vaughan”
Specific Changes to Page 14:
Trustees: Terri Wolfe, Alison May, Patti Vaughan, Brock Barton &
Amber Eisler are the Trustees of the
King Arthur Employee Stock Ownership Plan c/o The King Arthur Flour Company, Inc.
62 Fogg Farm Road
White River Junction, VT 05001 Telephone (802) 649-3881
If you have questions regarding this modification, contact the Plan Administrative Committee at:
The King Arthur Flour Company, Inc.
62 Fogg Farm Road, White River Junction, VT 05001 RAC@kingarthurflour.com
(802) 299-2240
General Plan Information:
Plan Name: King Arthur Flour Employee Stock Ownership Plan Plan Number: 004
Plan Sponsor/Plan Administrator: The King Arthur Flour Company, Inc.
KING ARTHUR FLOUR
EMPLOYEE STOCK OWNERSHIP PLAN SUMMARY OF MATERIAL MODIFICATIONS Dear Participants and Beneficiaries,
This Summary of Material Modifications (“SMM”) describes changes to The King Arthur Flour Employee Stock Ownership Plan (“Plan”) and supplements the current Summary Plan
Description (“SPD”) for the Plan. You should retain this document with your copy of the SPD for future reference.
If this summary has been delivered to you by electronic means, you have the right to receive a written summary and may request a copy of this on a written paper document at no charge by contacting the plan administrator.
The following section of the SPD has been revised.
What Are Forfeitures?
If you are not 100% vested at the time you terminate employment, you will forfeit the non-vested portion of your Account balance as of either (i) June 30th of the Plan Year in which you received a complete distribution of your vested interest in your account, or (ii) the date you incur a five-year break in service, whichever happens first. A five-year break in service is a period of five consecutive Plan Years in which you are credited with 500 or fewer Hours of Service. If you have no vested interest, then you will be deemed to have received a complete distribution of your vested interest as of June 30th of the Plan Year in which you terminated your employment with the Company. Once these amounts are forfeited, they will be allocated to the Accounts of the remaining participants at the end of the Plan Year in which the Forfeiture occurs (in the same manner as contributions are allocated). In some circumstances, the forfeited amount may be restored to you if you are later re-employed by the Company.
If you have questions regarding this modification, contact the Plan Administrative Committee at:
The Kind Arthur Flour Company, Inc.
62 Fogg Farm Road
White River Junction, VT 05001 RAC@kingarthurflour.com (802) 299-2240
General Plan Information:
Plan Name: King Arthur Flour Employee Stock Ownership Plan Plan Number: 004
Plan Sponsor/Plan Administrator: The King Arthur Flour Company, Inc.
Beneficiary Designation Form
King Arthur Flour Employee Stock Ownership Plan
Section A - Basic Participant Information
Name (please print name above) Social Security #
Spouse’s Name (if not married, indicate none) Spouse’s Social Security #
Section B - Beneficiary Information (If you want to name more than one beneficiary, use additional forms)
Primary Beneficiary Name Relationship Percentage
Street Address City State Zip
Contingent Beneficiary Name (if primary beneficiary is not living) Relationship Percentage
Street Address City State Zip
Section C - Spousal Consent (if you are not married, go to Section D)
(if married and you selected your spouse as beneficiary, go to Section D)
I understand that as the spouse of , I am entitled to receive death benefits under this Plan. I also acknowledge that I understand that by consenting, I am giving up my right to the survivor's benefit provided under the Plan and federal law. I hereby consent to the election by my spouse to the beneficiary named herein.
EXECUTED this day of , 20___
Spouse's Signature
WITNESSED BY _____________________________ or ___________________________ Seal
Plan Representative Notary Public
Subscribed and sworn to before me this ____ day of _____________, 20___.
Section D - Signatures - This designation will remain in force until a new form is filed.
Beneficiary Designation Form Instructions
If you are not married, you may name any beneficiary you choose to receive your benefits, if any, under this Plan. If you marry in the future, your spouse will automatically become your beneficiary under this Plan unless you complete a new beneficiary form.
If you are married, federal law requires that your death benefits from the Plan be paid to your spouse, unless your spouse consents to have death benefits paid to someone else.
To be sure that death benefits are paid as you want them to be, follow these guidelines:
1. If you are married and want all death benefits paid to your spouse, you do not need to complete this form. Should you divorce or if your spouse predeceases you, you should complete a beneficiary form at that time.
2. If your spouse is designated as a beneficiary and you divorce, this form becomes null and void. You should complete a new beneficiary form at that time.
3. If you are married and want death benefits paid to someone other than, or in addition to, your spouse, your spouse must sign the Spousal Consent on this form. That signature must be witnessed by the Plan Representative or Notary Public.
Note: If your spouse is incompetent or cannot be located, have an affidavit to that effect executed and witnessed by a notary public or the Plan Representative.
4. You may name one or more contingent beneficiaries. Your contingent beneficiary(ies) will only receive a death benefit if the primary beneficiary(ies) dies before you die.
5. If you wish to name more than one beneficiary or contingent beneficiary, complete as many forms as necessary. Indicate on each form the percentage of the benefit you wish each beneficiary to receive.
Also indicate the number of the form and the total number of forms (e.g.1/4).
BE SURE YOU SIGN AND DATE THE FORM. Keep a copy of the form for your records, and return the original copy to the Plan Sponsor.
If your marital status changes, review your Beneficiary Designation to be sure it meets these requirements. If your name changes, notify your Plan Sponsor.
